These Terms of Use (the “Terms”) govern your use of all websites, applications, mobile applications, and other interactive features and resources owned and operated by Moviebill Inc. and its affiliates (together, “Moviebill” or “we” and sometimes “us”) whether offered directly by us or by our partners through their websites, applications, or mobile applications (collectively, the “Services”). Although we may offer our Services through third parties, these Terms do not cover any other services, websites or any content, features and activities accessible or made available by any third party, unless there is intentional or gross negligence or unless specifically stated.

By accessing and using the Services, you acknowledge that you have read, understand and agree to be legally bound by these Terms and the terms and conditions of Moviebill’s Privacy Policy which are incorporated herein by reference. If you do not agree to these Terms, you may not access or use the Services.

Your use of certain portions of the Services may be subject to additional terms and conditions (“Additional Terms”). Where Additional Terms apply we will make them available for you to read through your use of that portion of the Services. By using that aspect of the Services, you agree to the Additional Terms.

If you access the Services through any third-party application, website, or service (“Third-Party App”), these Terms apply only to the Services and not any such other Third-Party App. Your use of any Third-Party App is governed by the applicable terms of use and the privacy policies of the third-party provider. UNLESS THERE IS INTENTIONAL OR GROSS NEGLIGENCE, NEITHER MOVIEBILL NOR ITS AFFILIATES, MEMBERS, EMPLOYEES, OR AGENTS SHALL BE LIABLE OR SHALL HAVE RESPONSIBILITY OF ANY KIND WHATSOEVER TO YOU OR ANY THIRD PARTY, FOR ANY LOSS, HARM OR DAMAGE RELATING TO ANY THIRD-PARTY APP.

Agreement to Changes or Updates

We may, in our sole and absolute discretion, change these Terms from time to time. All changes to the Terms or the Privacy Policy will be effective when posted, and we will provide notification of such changes to you via the Website or contact information you may have provided to us upon registration. Your continued use of the Services following any changes to the Terms or the Privacy Policy will constitute your agreement to be bound by such changes. If you object to any such changes, your sole recourse shall be to cease using the Services.

Site and Service Ownership

The content on the Services, including, without limitation, software, scripts, graphics, photos, clips, videos, text, sounds, interactive features and the like (collectively, the “Content”) and the “Moviebill” word mark, as well as certain other names, logos and materials displayed on the Services that constitute trademarks, tradenames, service marks or logos (the “Marks”) are owned by or licensed to us and are subject to copyright, trademark, and other intellectual property rights under U.S. and international laws.

The Services are provided for your private, non-commercial use. You agree not to reproduce, copy, download, capture, archive, upload, publish, transmit, sell, resell, modify, translate, decompile, disassemble, reverse engineer or exploit for any purposes the Services or any portion of them, including, without limitation, the Content and the Marks, except as authorized by these Terms or as otherwise intended or authorized by Moviebill and its applicable licensors.

Termination

We reserve the right, in our sole discretion, to terminate your access to all or part of the Services, for any reason, with or without notice. FURTHER, YOU AGREE THAT LIABILITY IS LIMITED TO THE EXTENT OF OR ANY THIRD PARTY FOR SUSPENDING OR TERMINATING YOUR (OR ANY OTHER PERSON’S) ACCESS TO THE SERVICES (OR ANY PORTION OF THEM).

Modifications to the Services

We reserve the right to modify or discontinue the Services, or any portion of them, with or without notice to you. We shall not be liable to you or any third party should we exercise our right to modify or discontinue the Services.

Participation and Registration

The Services are available only to users within the United States and Japan.

The Services are not intended for children under 13 years of age. If you are under 13 years of age, please do not use the Services. If you are 13 years or older, you affirm that you have obtained the consent of your parent or legal guardian to use the Services or that you are the applicable age of majority in your jurisdiction of residence or older.

In order to access some features of the Services, you may be required to register. When you register, we may collect certain personal information about you. You agree that you will: (a) provide true, accurate, current and complete information when prompted; and (b) maintain and update such information so that it is true, accurate, current and complete at all times.

You are responsible for obtaining, maintaining, and paying for any equipment and services needed in order to access and use the Services.

As part of the set-up and registration process, you may be asked to select a username and password. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Services to any third party. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. UNLESS THERE IS INTENTIONAL OR GROSS NEGLIGENCE, MOVIEBILL WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR PASSWORD OR FOR ANY ACTIONS OCCURRING UNDER YOUR PASSWORD.

Additional Restrictions

In connection with your use of the Services, you will not:

violate any local, state, national or international law or regulation;
engage in any conduct that is unlawful, harmful to adults or minors, threatening, abusive, harassing, inflammatory, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or otherwise objectionable; or
infringe any patent, trademark, trade name, service mark or name, copyright, trade secret, or other proprietary right of any Content;
frame and/or link to any portion of the Services other than the content expressly made available to you for that purpose;
Interrupt, destroy, alter, damage, delay, flood or limit the functionality or integrity of the Services or Content offered through the Services, including any associated software, hardware, or telecommunications or wireless equipment;
Manipulate identifiers or numeric information to disguise the origin of any visitor, device, material or other information;
Contain unauthorized advertising, advertises Content as your own or solicits other visitors;
Promote any business or commercial activity for any products, goods or services without prior written consent from Moviebill;
Impersonate any business or entity, or falsely represents your affiliation with a person or entity;
Circumvent any technology used by Moviebill or its licensors to protect the Services and/or the Content accessible via the Services;
Rent, lease, lend, sublicense, or otherwise redistribute any part of the Services and/or the Content;
Otherwise violate Moviebill policies or the Terms.

Feedback

You agree that Moviebill and its affiliates are free to use for any purpose whatsoever, any ideas, know-how, concepts, techniques, comments, criticisms, reports, suggestions, or other feedback (“Feedback”) that you provide or submit to us. You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that Moviebill has no duties to you (including any duty to compensate you) with respect to such Feedback.

Interactive Areas

The Service may enable you to post and share comments, textual comments, photos, videos, clips and/or audio recordings, and other content in publicly accessible portions of the Services (collectively, the “User Submissions”).

When you provide Moviebill with a User Submission, you grant to Moviebill and its affiliates, partners, representatives, and their successors and assigns, a non-exclusive, fully-paid, royalty-free, transferable, worldwide license, with the right to grant sublicenses through multiple tiers of sublicensees, to display, publicly perform, distribute (including, without limitation, through third-party websites), store, transcode, broadcast, transmit, reproduce, edit, modify, create derivative works and otherwise use and reuse your User Submissions (or any portions or derivative works thereof) in any manner, in any medium now known or hereinafter created, for any purpose.

You acknowledge and agree that you have no expectation of confidentiality of any nature with respect to any User Submissions. Because of the viral nature of social media, you should not submit any content to the Service that you do not want to be viewed by others.

Moviebill reserves the right to display advertisements in connection with, and/or based upon, your User Submissions and otherwise in connection with the Service.

You represent and warrant that: (a) you own all rights in your User Submissions or, alternatively, you have acquired all necessary permissions and rights in your User Submissions to enable you to grant to Moviebill the rights in your User Submissions described herein; and (b) your User Submissions do not infringe the copyright, trademark, patent or other intellectual property rights, privacy rights, publicity rights or any other legal or moral rights of any third party. You further represent and warrant that your User Submissions (i) are not unlawful, harmful to adults or minors, threatening abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) do not contain unauthorized advertising or solicitations to other users; (iii) will not interrupt, destroy or limit the functionality, integrity or operation of any software, hardware or Content; (iv) do not otherwise violate or breach the Terms; and (v) do not reveal plot points or other “spoiler” elements related to any Moviebill licensor programming.

You acknowledge that Moviebill does not necessarily pre-screen any User Submissions uploaded by you or other users of the Service but that Moviebill may pre-screen, or review after initial posting, your User Submissions for a variety of reasons, including, without limitation, for compliance with these Terms. Moviebill shall have the right in its sole discretion to refuse or remove any User Submissions as well as terminate your access to the Service for any reason or no reason. Moviebill disclaims any and all liability in connection with any and all User Submissions, and you agree to waive any legal or equitable rights or remedies you may have against Moviebill with respect to such User Submissions.

Accuracy of Information

Moviebill uses reasonable efforts to ensure the accuracy and correctness of Content available through the Services and the operation of the Services and certain offerings; however, the Services may occasionally contain Content, information or specifications that are inaccurate, incomplete or out of date. We make no representations or warranties regarding the accuracy, validity, correctness, timeliness, reliability of the Content or the Services or that they will be error-free.

DISCLAIMER OF WARRANTIES

THE SITES, SERVICES, AND CONTENT ARE PROVIDED “AS IS.” WE DO NOT WARRANT, EXPRESSLY OR BY IMPLICATION, THE ACCURACY OR RELIABILITY OF ANY CONTENT PROVIDED OR POSTED THROUGH THE SERVICES OR ITS SUITABILITY FOR ANY PARTICULAR PURPOSE. MOVIEBILL EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, SATISFACTION, QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. MOVIEBILL DOES NOT WARRANT THAT THE CONTENT FOUND THROUGH THE SERVICES IS FREE FROM VIRUSES OR OTHER POTENTIALLY HARMFUL ATTRIBUTES.

UNLESS THERE IS ANY GROSS NEGLIGENCE, NEITHER MOVIEBILL NOR ITS AFFILIATES, MEMBERS, EMPLOYEES, OR AGENTS SHALL BE LIABLE OR SHALL HAVE RESPONSIBILITY OF ANY KIND WHATSOEVER TO YOU OR ANY THIRD PARTY, FOR ANY LOSS, HARM OR DAMAGE THAT RESULTS OR OCCURS FROM: (I) USE OF OR ACCESS TO SERVICES OR CONTENT POSTED THROUGH THE SERVICES; (II) ANY FAILURE OR INTERRUPTION OF THE SERVICES; (III) ANY ACT OR OMISSION OF ANY SERVICE PROVIDER OR AGENT INVOLVED IN MAKING THE SERVICES OR THE CONTENT AVAILABLE TO YOU; (IV) YOUR INABILITY TO ACCESS OR USE ANY PORTION OF THE SERVICES OR CONTENT; (V) ANY CONTENT, MATERIALS, ADVICE OR OPINIONS POSTED OR UPLOADED THROUGH THE SERVICES OR YOUR RELIANCE ON SUCH INFORMATION; (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (VII) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (VII) YOUR FAILURE TO COMPLY WITH THESE TERMS.

LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL MOVIEBILL OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF THE SERVICES, UNLESS THERE IS INTENTIONAL OR GROSS NEGLIGENCE ON THE PART OF MOVIEBILL, IN WHICH CASE PARTIAL LIABILITY EXEMPTION SHALL NOT APPLY.

LINKS

The Services may contain links to third-party websites or other Internet resources that are not owned or controlled by Moviebill (“Third-Party Materials”). NEITHER MOVIEBILL NOR ITS AFFILIATES, MEMBERS, EMPLOYEES, OR AGENTS SHALL BE LIABLE OR SHALL HAVE RESPONSIBILITY OF ANY KIND WHATSOEVER TO YOU OR ANY THIRD PARTY, FOR ANY LOSS, HARM OR DAMAGE THAT RESULTS OR OCCURS FROM ANY THIRD-PARTY MATERIALS.

Access to Third-Party Materials is provided solely as a convenience to our users and does not constitute an endorsement, recommendation or certification by Moviebill, its Affiliates. These Terms do not apply to any Third-Party Materials and you should familiarize yourself with the applicable terms and privacy policies that apply to any third-party websites or other Internet resources.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Moviebill, its affiliates, members, employees, and agents from and against all claims, losses, expenses, damages, costs and fees, including reasonable attorneys’ fees and costs, resulting from (a) any information you submit, post or transmit on or through the Services or otherwise provide to us or that is submitted, posted, transmitted or otherwise provided using your account; (b) any use of the Services under your account; (c) the violation of these Terms or any Additional Terms by you or anyone using your account; or (d) the violation of any rights of any other person or entity, including, without limitation, any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity, by you or anyone using your account.

Advice, Opinions and Other Third Party Information

Our website allows for entertaining communication to and with its visitors. The Services may contain facts, views, opinions and statements of Moviebill, its Affiliates, employees, agents or independent third parties. We do not represent or endorse the accuracy, reliability, appropriateness or truthfulness of any advice, opinion, statement or other information or images displayed or distributed through the Services. Statements or other information posted by third parties also do not reflect the views, opinions or beliefs of Moviebill or its affiliates.

Copyright Information and Infringement Concerns

Moviebill respects the intellectual property rights of others. Upon proper notice, Moviebill will remove or disable access to User Submissions that violate copyright law, and may suspend access to the Service (or any portion thereof) of any user who uses the Service in violation of copyright law and may terminate the accounts of repeat infringers.

Moviebill has implemented procedures for receiving written notification of claimed copyright infringement (each, a “Notification”) and for processing such claims in accordance with such law.

If you are the owner of any exclusive right under copyright laws, or are authorized to act on behalf of such an owner, and you believe your work has been copied in a way that constitutes copyright infringement, please send Moviebill‘s copyright agent a Notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single Notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit Moviebill to locate the material on the Service; (c) information reasonably sufficient to permit Moviebill to contact you, such as an address, telephone number, and, if available, an e-mail address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (e) a statement by you, made under penalty of perjury, that the above information in your Notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature. Please provide us with a Notification that includes all of the above enumerated information and e-mail or mail it to the following Moviebill copyright agent:

MOVIEBILL INC.

4100 W. Alameda Avenue

Suite 201

Burbank, CA 91505

Attn: Copyright Agent

E-mail: inquiries@Moviebill.com

By submitting a Notification, you acknowledge and agree that Moviebill may forward your Notification and any related communications to any users who posted the material identified in such notice.

Please do not send notices or inquiries unrelated to alleged infringement to Moviebill’s designated agent.

Choice of Law; Arbitration

These Terms, any Additional Terms, and any dispute arising from or relating to these Terms, the Additional Terms or the provision or use of the Website or the Services, shall be governed exclusively by, and construed in accordance with the laws of the United States and the State of California, without reference to any conflict of laws principles. Any controversy, claim, or dispute arising out of or related to these Terms (or the interpretation, performance, or breach of them), the Website or the Services, (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this paragraph. If we are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute. The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures in effect as of the date hereof, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”). The arbitration shall be conducted in Los Angeles County, California before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator’s decision shall be controlled by these Terms and any of the other agreements, including any applicable Additional Terms. No Disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY. The arbitrator shall not have the power to award punitive damages against any party.

Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or Content must be filed within one year after such cause of action arose or be forever barred.

International Use

We do not represent or warrant that the Services, or any part of them, are appropriate or available for use in any particular jurisdiction. You access the Services on your own initiative and at your own risk, and are responsible for complying with all local laws, rules, and regulations. We may limit the availability of Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

Miscellaneous

Except as otherwise provided in the Terms, there shall be no third-party beneficiaries to this Agreement. These Terms, any Additional Terms and any other posted restrictions and guidelines constitute the entire and exclusive and final statement of the agreement between you and Moviebill with respect to the subject matter hereof, and govern your use of the Services, superseding any prior agreements or negotiations between you and Moviebill with respect to the subject matter hereof. The failure of Moviebill to exercise or enforce any right or provision of these Terms or any Additional Terms shall not constitute a waiver of such right or provision. If for any reason any provision of these Terms or any Additional Terms is found to be unenforceable, that provision shall be enforced to the maximum extent permissible to give effect to the intent of the parties, and the remainder of these Terms and any Additional Terms shall continue in full force and effect. The section titles in these Terms and any Additional Terms are for convenience only and have no legal or contractual effect.U